The shares withheld by the Issuer were calculated on the spread between the price of the SAR and the market price on the date the SAR was exercised. The payment of withholding taxes for the SAR that was exercised on this date was also included in this number.

(2)

The reporting person disclaimed beneficial ownership of these securities, as noted on his Form 5 filed on January 24, 2007, since these shares are owned by his non-minor son. These shares were previously reported on Form 4s as Indirect ownership by the reporting person as custodian for his minor son under the UGMA of Connecticut.

(3)

33 1/3% on first anniversary date of grant; 33 1/3% on second anniversary date of grant; balance on third anniversary date of grant

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.